Section 2-207 of the Uniform Commercial Code is the UCC exception to the common law mirror image rule. Under the mirror image rule, a response to an offer that modifies the offeror’s terms, or adds new terms, cannot be an acceptance – it is considered a counteroffer. In contracts governed by the UCC, however, a response to an offer that modifies the offeror’s terms can still function as an acceptance. Section 2-207 establishes the conditions under which such a response can function as an offer, and also sets forth the rules that govern which party’s terms control. It is a multi-step analysis, and this video walks you through the steps. Come back to review the lecture slides for additional study and memorization.
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